INVENTORY RISK Sample Clauses

INVENTORY RISK. 7.1 Siemens may from time to time notify the Supplier by way of written notice (the “Notice”) a minimum of five months prior to the planned date, that it is terminating production of a magnet or other product for which it requires particular Products and accordingly that it no longer requires the particular Products for the item which it is so terminating and for which there were ongoing forward requirements in the forecast (the “Obsolete Products”). The Supplier shall notify Siemens within 6 weeks of the date of the Notice, of Siemens liability for the Obsolete Products which are the subject of the Notice, such liability to be calculated in accordance with this clause. Siemens will not accept any further claims from the Supplier for Obsolete Products after this six week period. 7.2 Siemens shall be responsible for that quantity of Obsolete Products in a period equal to 100% of the cost of the Obsolete Products up to a period of 8 weeks from the date of the Notice, 80% up to a period of 12 weeks from the date of the Notice and 50% up to a maximum period of 16 weeks for all Product types with the exception of [**] related Products that will be 20 weeks from the date of the Notice subject always to the Supplier using its reasonable endeavours to utilise, place, dispose of or sell such Obsolete Products elsewhere. For the avoidance of doubt, any determination of quantity as described above will be limited within the confines of the relevant Supplier MPS (Relevant Supplier MPS being the Supplier MPS to 20 weeks for [**] related Products and 16 weeks for all other Product types at the time of the Obsolete Product Notice. Siemens will endeavour to issue replacement orders to the Supplier for alternative products to maintain the agreed upon overall share of the Siemens demand.
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INVENTORY RISK. Mindscape will assume all A.D.X.X. xxxnnel inventory of the Licensed Products. Mindscape shall own title to all media on which the Programs are copied by or for Mindscape, as well as any and all packaging and collateral materials developed by Mindscape or for its benefit. Those shall be and remain the properties of Mindscape subject to A.D.X.X.'x xopyright ownership of the Programs and Collateral Materials.
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INVENTORY RISK. Any risk arising from Buyer and Sellers failure to properly analyze acquired inventory and establish adequate GAAP reserves at Closing and determine which inventory conforms to the GAAP requirements identified in Section 2.5(b)(ii) below and “exclude” those items that did not conform to GAAP requirements as referenced on the Inventory Summary attached at Schedule 2.2 (the “Inventory Risk”), except that nothing herein shall operate to eliminate or modify the representations and warranties made by Sellers with respect to inventory in Article V of this Agreement, and Buyer is entitled to rely on labeling on packaging, boxes, and in Sellers’ tracking systems such that Buyer shall not be responsible if Sellers failed to properly label or identify inventory (such as relevant expiration or use by dates); and
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Related to INVENTORY RISK

  • Inventory To the extent Inventory held for sale or lease has been produced by any Borrower, it has been and will be produced by such Borrower in accordance with the Federal Fair Labor Standards Act of 1938, as amended, and all rules, regulations and orders thereunder.

  • Inventory and Equipment On the date hereof, the Inventory and the Equipment (other than mobile goods) are kept at the locations listed on Schedule 5.

  • Inventory and Supplies Administrator shall order, purchase and provide to the Group on a timely basis inventory and supplies, and such other ordinary, necessary or appropriate materials which are requested by the Group and which the Group shall reasonably determine to be necessary in the operation of the Practice on the same terms commercially available to Administrator. Such inventory, supplies and other materials shall be included in Practice Expenses at their cost to Parent or Administrator, as the case may be.

  • Equipment and Inventory With respect to any Equipment and/or Inventory of an Obligor, each such Obligor has exclusive possession and control of such Equipment and Inventory of such Obligor except for (i) Equipment leased by such Obligor as a lessee or (ii) Equipment or Inventory in transit with common carriers. No Inventory of an Obligor is held by a Person other than an Obligor pursuant to consignment, sale or return, sale on approval or similar arrangement.

  • Inventory Records Each Loan Party keeps correct and accurate records itemizing and describing the type, quality, and quantity of its and its Subsidiaries’ Inventory and the book value thereof.

  • Inventories All of the Assets constituting inventory are owned or used by Company, are in good, current, standard and merchantable condition and are not obsolete or defective.

  • Accounts Receivable; Inventory (a) For each Account with respect to which Advances are requested, on the date each Advance is requested and made, such Account shall be an Eligible Account. (b) All statements made and all unpaid balances appearing in all invoices, instruments and other documents evidencing the Eligible Accounts are and shall be true and correct and all such invoices, instruments and other documents, and all of Borrower’s Books are genuine and in all respects what they purport to be. Whether or not an Event of Default has occurred and is continuing, Bank may notify any Account Debtor owing Borrower money of Bank’s security interest in such funds and verify the amount of such Eligible Account. All sales and other transactions underlying or giving rise to each Eligible Account shall comply in all material respects with all applicable laws and governmental rules and regulations. Borrower has no knowledge of any actual or imminent Insolvency Proceeding of any Account Debtor whose accounts are Eligible Accounts in any Transaction Report. To the best of Borrower’s knowledge, all signatures and endorsements on all documents, instruments, and agreements relating to all Eligible Accounts are genuine, and all such documents, instruments and agreements are legally enforceable in accordance with their terms. (c) For any item of Inventory consisting of Eligible Inventory in any Transaction Report, such Inventory (i) consists of finished goods, in good, new, and salable condition, which is not perishable, returned, consigned, obsolete, not sellable, damaged, or defective, and is not comprised of demonstrative or custom inventory, works in progress, packaging or shipping materials, or supplies; (ii) meets all applicable governmental standards; (iii) has been manufactured in compliance with the Fair Labor Standards Act; (iv) is not subject to any Liens, except the first priority Liens granted or in favor of Bank under this Agreement or any of the other Loan Documents; and (v) is located at the locations identified by Borrower in the Perfection Certificate where it maintains Inventory (or any location permitted under Section 7.2).

  • Inventory Reports Within 45 days after the close of each fiscal quarter of Customer, a copy of the Inventory Report (as and to the extent applicable, breaking out Inventory by location, and separately reporting any work in process) of Customer as of the end of such fiscal quarter; and

  • Property Inventory and Protection of Assets Grantee will; 1. maintain an inventory of equipment, supplies defined as controlled assets, and property described in this Contract and submit to the assigned contract manager, upon request. 2. maintain, repair, and protect assets under this Contract to assure their full availability and usefulness. 3. if Grantee is indemnified, reimbursed, or otherwise compensated for any loss of, destruction of, or damage to the assets provided or obtained under this Contract, use the proceeds to repair or replace those assets.

  • Inventory; Returns Keep all Inventory in good and marketable condition, free from material defects. Returns and allowances between Borrower and its Account Debtors shall follow Borrower’s customary practices as they exist at the Effective Date. Borrower must promptly notify Bank of all returns, recoveries, disputes and claims that involve more than One Hundred Thousand Dollars ($100,000).

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